AGREEMENT dated this 1st day of March 1996, by and between Xxxxxxxx
Convertibles, Inc. and Xxxxxxxx Purchasing Corp. and their wholly-owned
subsidiaries (The "Public Company"), Xxxx Enterprises, Inc. and its wholly-owned
subsidiaries ("Xxxx"), Southeastern Florida Holding Corp., ("SFHC"), and
Xxxxxxxx Xxxxxx Ridge, Inc., GSB Bensonhurst, Inc., Great South Bay Branford,
Inc., Xxxxxxxx Clarkstown, Inc., Xxxxxxxx Convertibles Annapolis, Inc., GSB Park
Slope, Inc., Rudzin 149th St. Furniture, Inc., Rudzin Elmhurst Furniture, Inc.,
Xxxxxxxx Xxxxx Hills LIC., Inc., (collectively the "Managed Stores").
a) WHEREAS, from time to time, the Public Company, for itself and on
behalf of Xxxxxxxx Chicago LP, LP III, XX XX, LP V, and LP VI, has become and
may become indebted to Xxxx for warehousing services including fabric
protection, freight, and other services and matters;
b) WHEREAS, from time to time, SFHC has become and may become indebted
to Xxxx for warehousing services including fabric protection, freight, and other
services and matters;
c) WHEREAS, from time to time, Xxxx has become and may become indebted
to the Public Company for purchases, advertising, and other services and
matters;
d) WHEREAS, from time to time, the Managed Stores have become and may
become indebted to the Public Company for purchases and royalties; and
e) WHEREAS, the Public Company and Xxxx have decided to off-set, on a
monthly basis, commencing September 1, 1995, the amounts of their respective
indebtedness to each other, the amounts due and owing by The Managed Stores to
the Public Company, and the indebtedness of SFCH to Xxxx, all under Whereas
clauses (a), (b), (c), and (d) above, except that such off-set will not be
applied in connection with any royalties owing to the Public Company by the
Managed Stores, prior to September 1, 1995.
NOW, IT IS HEREBY AGREED as follows:
1. On a monthly basis, commencing September 1, 1995, any indebtedness of
the Public Company to Xxxx and the indebtedness of SFHC to Xxxx will be off-set
by any indebtedness of Xxxx to the Public Company and any amounts due and owing
from The Managed Stores to the Public Company, all in accordance with the terms
of the whereas clauses (a), (b), (c), (d), and (e) above.
2. This agreement is without prejudice to the rights of the Public
Company, SFHC, the Managed Stores, and Xxxx to contest all sums owing among each
other.
3. An executed, faxed copy of this agreement will constitute an original
for all purposes.
4. This agreement shall be construed in accordance with the laws of the
State of New York.
XXXXXXXX CONVERTIBLES, INC. and XXXX ENTERPRISES, INC.
XXXXXXXX PURCHASING CORP., and its wholly-owned
subsidiary
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxx Xxxx
---------------------------- ---------------------------
BY: XXXXXX XXXXXXXXXX, PRES. BY XXXX XXXX, PRES.
XXXXXXXX XXXXXX RIDGE, INC. GSB BENSONHURST,INC.
/s/ Xxxx Xxxxx /s/ Xxxxxx Xxxxxx
-------------------------------- -----------------------------
BY: XXXX XXXXX, PRES. BY: XXXXXX XXXXXX, PRES.
GREAT SOUTH BAY BRANFORD, INC. XXXXXXXX CLARKSTOWN, INC.
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
---------------------------------- ------------------------------
BY: XXXXXX XXXXXX, PRES. BY: XXXXXX XXXXXX, PRES.
ANNAPOLIS-XXXXXXXX GSB PARK SLOPE, INC.
/s/ Xxxx Xxxxx /s/ Xxxxxx Xxxxxx
----------------------------------- -----------------------------
BY: XXXX XXXXX, PRES. BY: XXXXXX XXXXXX, PRES.
RUDZIN 149TH ST. FURNITURE, INC. RUDZIN ELMHURST FURNITURE,INC.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
------------------------------------ ------------------------------
BY: XXXXXXX XXXXXX, PRES. BY: XXXXXXX XXXXXX, PRES.
XXXXXXXX XXXXX HILLS LIC., INC. SOUTHEASTERN FLORIDA HOLDING
CORP.
/s/ Xxxx Xxxxx /s/ Xxxx Xxxxx
------------------------------------ ------------------------------
BY: XXXX XXXXX, PRES. BY: XXXX XXXXX, PRES.
